Below is an excerpt from ISS-Corporate’s recently released article “New Approach to SEC Rule 14a-8: What It Means for Companies”. The full article is available on ISS-Corporate’s resources page.
On November 17, 2025, the SEC’s Division of Corporation Finance announced
a significant change to its role in the shareholder proposal process under
Rule 14a-8 for the current proxy season (October 1, 2025–September 30, 2026). Citing resource constraints following the recent government shutdown and the availability of extensive prior guidance, the Division will not respond to no-action requests or express views on companies’ intended reliance on any exclusion basis under Rule 14a-8 – except for requests under Rule 14a-8(i)(1), which addresses proposals that are not a proper subject for shareholder action under state law.
By:
Kosmas Papadopoulos, Executive Director, Head of Sustainability Advisory – Americas, ISS-Corporate
